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does not preclude the award of consequential damages, nothing contained in this Paragraph 5.4 shall preclude theimposition of such damages, if applicable in accordance with the requirements of the Subcontract Documents.5.4.2 To the extent the Owner-Contractor agreement provides for a mutual waiver of consequential damages by theOwner and the Contractor, damages for which the Contractor is liable to the Owner including those related toSubparagraph 9.1.1 are not consequential damages for the purpose of this waiver. Similarly, to the extent theSubcontractor-sub-subcontractor agreement provides for a mutual waiver of consequential damages by the Owner and theContractor, damages for which the Subcontractor is liable to lower-tiered parties due to fault of the Owner or Contractorare not consequential damages for the purpose of this waiver.ARTICLE 6SUBCONTRACT AMOUNTAs full compensation for performance of this Agreement, Contractor agrees to pay Subcontractor in current funds for thesatisfactory performance of the Subcontract Work subject to all applicable provisions of the Subcontract the amount(s)listed in the Specific Conditions of the Agreement.ARTICLE 7CHANGES IN THE SUBCONTRACT WORK7.1 SUBCONTRACT CHANGE ORDERS When the Contractor orders in writing, the Subcontractor, withoutnullifying this Agreement shall make any and all changes in the Subcontract Work which are within the general scope ofthis Agreement. Any adjustment in the Subcontract Amount or Subcontract Time shall be authorized by a SubcontractChange Order. No adjustments shall be made for any changes performed by the Subcontractor that have not beenordered by the Contractor. A Subcontract Change Order is a written instrument prepared by the Contractor and signed bythe Subcontractor stating their agreement upon the change in the Subcontract Work.7.2 CONSTRUCTION CHANGE DIRECTIVES To the extent that the Subcontract Documents provide forConstruction Change Directives in the absence of agreement on the terms of a Subcontract Change Order, theSubcontractor shall promptly comply with the Construction Change Directive and be entitled to apply for interimpayment if the Subcontract Documents so provide.7.3 UNKNOWN CONDITIONS If in the performance of the Subcontract Work the Subcontractor finds latent,concealed or subsurface physical conditions which differ materially from those indicated on the Subcontract Documentsor unknown physical conditions of an unusual nature, which differ materially from those ordinarily found to exist, andnot generally recognized as inherent in the kind of work provided for in this Agreement, the Subcontract Amount and/orthe Progress Schedule shall be equitably adjusted by a Subcontract Change Order within a reasonable time after theconditions are first observed. The adjustment which the Subcontractor may receive shall be limited to the adjustment theContractor receives from the Owner on behalf of the Subcontractor, or as otherwise provided under Subparagraph 5.3.2.7.4 ADJUSTMENTS IN SUBCONTRACT AMOUNT If a Subcontract Change Order requires an adjustment inthe Subcontract Amount, the adjustment shall be established by one of the following methods:.1 mutual acceptance of an itemized lump sum;.2 unit prices as indicated in the Subcontract Documents or as subsequently agreedto by the parties; or.3 costs determined in a manner acceptable to the parties and a mutually acceptablefixed or percentage fee; or.4 another method provided in the Subcontract Documents.7.5 SUBSTANTIATION OF ADJUSTMENT If the Subcontractor does not respond promptly or disputes themethod of adjustment, the method and the adjustment shall be determined by the Contractor on the basis of reasonableexpenditures and savings of those performing the Work attributable to the change, including, in the case of an increase inthe Subcontract Amount, an allowance for overhead and profit of the percentage provided in Paragraph 7.6. ThePage 10Standard Form of Agreement Between Contractor & Subcontractor September 1, 2005 Edition
Subcontractor may contest the reasonableness of any adjustment determined by the Contractor. The Subcontractor shallmaintain for the Contractor's review and approval an appropriately itemized and substantiated accounting of thefollowing items attributable to the Subcontract Change Order:.1 labor costs, including Social Security, health, welfare, retirement and other fringe benefitsas normally required, and state workers' compensation insurance;.2 costs of materials, supplies and equipment, whether incorporated in the Subcontract Workor consumed including transportation costs;.3 costs of renting machinery and equipment other than hand tools;.4 costs of bond and insurance premiums, permit fees and taxes attributable to the change; and.5 costs of additional supervision and field office personnel services necessitated by the change.7.6 Adjustments shall be based on net change in Subcontractor's reasonable cost of performing the changedSubcontract Work plus, in case of a net increase in cost, an agreed upon sum for overhead and profit not to exceed theamount set by the Subcontract Documents or as mutually agreed.7.7 NO OBLIGATION TO PERFORM The Subcontractor shall not perform changes in the Subcontract Work untila Subcontract Change Order has been executed or written instructions have been issued in accordance with Paragraphs7.2 and 7.9.7.8 EMERGENCIES In an emergency affecting the safety of persons and/or property, the Subcontractor shall act,at its discretion, to prevent threatened damage, injury or loss. Any change in the Subcontract Amount and/or the ProgressSchedule on account of emergency work shall be determined as provided in this Article.7.9 INCIDENTAL CHANGES The Contractor may direct the Subcontractor to perform incidental changes in theSubcontract Work which do not involve adjustments in the Subcontract Amount or Subcontract Time. Incidentalchanges shall be consistent with the scope and intent of the Subcontract Documents. The Contractor shall initiate anincidental change in the Subcontract Work by issuing a written order to the Subcontractor. Such written notice shall becarried out promptly and are binding on the parties.ARTICLE 8PAYMENT8.1 SCHEDULE OF VALUES As a condition to payment, the Subcontractor shall provide a schedule of valuessatisfactory to the Contractor not more than fifteen (15) days from the date of execution of this Agreement.8.2 PROGRESS PAYMENTS8.2.1 APPLICATIONS The Subcontractor's applications for payment shall be itemized and supported bysubstantiating data as required by the Subcontract Documents. If the Subcontractor is obligated to provide design servicespursuant to Paragraph 3.8, Subcontractor's applications for payment shall show the Designer's fee and expenses as aseparate cost item. The Subcontractor's application shall be notarized if required and if allowed under the SubcontractDocuments may include properly authorized Subcontract Construction Change Directives. The Subcontractor's progresspayment application for the Subcontract Work performed in the preceding payment period shall be submitted forapproval of the Contractor in accordance with the schedule of values if required and Subparagraphs 8.2.2, 8.2.3, and8.2.4. The Contractor shall incorporate the approved amount of the Subcontractor's progress payment application into theContractor's payment application to the Owner for the same period and submit to the Owner in a timely fashion. TheContractor shall immediately notify the Subcontractor of any changes in the amount requested on behalf of theSubcontractor.8.2.2 RETAINAGE The rate of retainage shall be as specified in the Specific Conditions. If the Subcontract Work issatisfactory and the Subcontract Documents provide for reduction of retainage at a specified percentage of completion,the Subcontractor's retainage shall also be reduced when the Subcontract Work has attained the same percentage ofcompletion and the Contractor's retainage for the Subcontract Work has been so reduced by the Owner.Page 11Standard Form of Agreement Between Contractor & Subcontractor September 1, 2005 Edition
Page 4 and 5: employees and other persons at the
Page 6 and 7: 3.22.2.2 The Subcontractor agrees t
Page 8 and 9: ARTICLE 4CONTRACTOR'S RESPONSIBILIT
Page 12 and 13: 8.2.3 TIME OF APPLICATION The Subco
Page 14 and 15: mechanic’s lien or bond claims, t
Page 16 and 17: 9.2.5 CANCELLATION, RENEWAL AND MOD
Page 18 and 19: eceiving notification the Subcontra
Page 20: 12.4 TITLES The titles given to the

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